Corporate Governance

1. 2025 Board of Directors Internal Performance Evaluation Report.
2. Report on the inventory and schedule planning of greenhouse gas.
3. Passed the replacement of the Company's signing CPA by KPMG.
4. Passed the independence and suitability evaluation of the accountant.
5. The distribution of employee and director compensation for 2025 was approved. The total compensation for employees was NT$144,706,234, and the total compensation for directors was NT$115,764,988.  The estimated amount of compensation allocation for non-executive employees is NT$93,844,530, which is approximately 64.9% of the employees' compensation distribution ratio.
6. Passed the 2025 business report and financial report.
7. Passed the Company's 2025 earnings appropriation of cash dividend at NT$4.3 per share.
8. The ex-dividend schedule for 2026 has been approved.
9. Proposal for the nomination of candidates for the 26th board of directors (including independent directors) of the company.
10. Passed the lifting of the non-competition restriction of the new directors of the Company.
11. Passed the capital expenditure budget plan for lathe equipment at Miaoli Works.
12. The audit supervisor's appointment and removal case was approved. Due to a job adjustment, the Chief Internal Auditor will be replaced by the Audit Office's Deputy Manager, Chen Kuan-Wen.
13. Passed the donation of the "Tung Ho Steel Foundation" 2026 annual activities and administrative expenses case.
14. Passed the proposal for subsidiary Tung Ho Steel Vietnam Corp., Ltd. to apply for a short-term financing facility from the Company.
15. Passed the endorsement guarantee case for the renewal of short-term credit limits applied by the subsidiary Tung Ho Steel Vietnam Corp., Ltd. at various financial institutions. 

1. Passed the amendment of the "Articles of Incorporation".
2. Passed the company's 26th board re-election proposal, the number of seats to be elected for the 26th board is 11 (including 4 independent directors).
3. Passed convening the company's 2026 shareholders' meeting and accepting proposals from shareholders holding more than 1% of shares and related matters for nominating directors.
    

By February 26, 2026, the 25th Board of Directors had convened 22 meetings, and in 2026, the board met 2 times.
The attendance status is as follows:

On October 14, 2025, a company-wide intellectual property inventory was conducted, covering trade secrets, patents, and trademarks. The trade secret inventory included the storage methods, locations, user departments, authorized personnel, file lending procedures, and retention periods for sensitive documents.

The inventory results identified 2 patents, with an increase of 1 new patent ("Rebar Quantity Calculation System") compared to the previous year. There are 86 trademarks with valid rights periods (73 in Taiwan, 13 in China). These results align with verification checks from the Taiwan Intellectual Property Office (TIPO) and the China National Intellectual Property Administration (CNIPA).

Through regular tracking and management, the Company reinforces awareness and cognition of intellectual property protection, identifies IP protection risks, and implements early prevention measures. The relevant implementation status was reported to the 20th meeting of the 25th Board of Directors on December 30, 2025.

The Sustainable Development Committee serves as the dedicated unit for the Company’s ethical management. It is responsible for formulating and overseeing the implementation of ethical management policies and prevention programs. The Committee convenes at least twice a year and consists of three members, with more than half being independent directors.

The Company’s ethical management policy is to "treat all stakeholders with fairness, integrity, and honesty." The "Ethical Corporate Management Best Practice Principles," "Procedures for Ethical Management and Guidelines for Conduct" have been formulated, approved by the Board of Directors, implemented, and publicly disclosed on the Company’s website. To implement this policy, a "Commitment to Integrity" has been established for signature by management and employees, and a "Statement of Compliance with Ethical Management" has been established for signature by directors.

The execution of ethical management is discussed by the Sustainable Development Committee and reported to the Board of Directors annually. On December 1, 2025, all units conducted an unethical conduct risk assessment. The overall assessment result was low risk; for items assessed as medium risk by specific departments, prevention programs and measures have been drafted. The implementation status of the 2025 prevention program for unethical conduct was reported to the 20th meeting of the 25th Board of Directors on December 30, 2025.

1. Advocacy and Reminders: On Jan 17, Apr 7, Jul 10, and Oct 7, 2025, advocacy was conducted for directors and managers, reminding them to comply with internal regulations to safeguard shareholder rights and ensure equal treatment of shareholders.

2. Trading Controls: Control measures for insiders regarding stock trading upon learning of financial reports or relevant performance content include (but are not limited to) prohibiting directors from trading their shares during the closed period of 30 days prior to the announcement of the annual financial report and 15 days prior to the announcement of quarterly financial reports. Internal emails are sent quarterly to remind insiders of the Board meeting dates and the prohibition on buying/selling company stock during closed periods.

3. Regulatory Education: On Apr 2, Jul 4, and Oct 21, 2025, directors and managers were educated on common violations regarding insider shareholding as highlighted by the Taiwan Stock Exchange (TWSE). Insiders were reminded to comply with relevant regulations when trading to reduce inadvertent violations due to unfamiliarity with the law.

4. External Training (July): On July 25, 2025, the TWSE commissioned the Securities and Futures Institute (SFI) to hold the "2025 Insider Equity Trading Legal Compliance Advocacy Session." Two participants (Corporate Governance Officer and stock affairs personnel) attended for a total of 6 person-hours.

5. External Training (Oct/Dec): On Oct 3 and Dec 1, 2025, the TWSE commissioned the SFI to hold the "2025 Insider Equity Trading Legal Compliance Advocacy Session." Three participants (Insiders, stock affairs personnel, and Corporate Governance Officer) attended for a total of 9 person-hours.

6. Internal Online Advocacy: On December 1, 2025, online advocacy regarding insider trading laws was conducted via the internal company platform. The target audience included directors (including independent directors), the entire company (general staff and senior executives), and employees of affiliated enterprises, to establish correct concepts regarding company equity trading.

7. Anti-Corruption Training: On November 24, 2025, a training course titled "Case Analysis and Thinking on Corruption Prevention" was held. Participants included supervisors at the section level and above, sales personnel, information/trade and materials personnel, finance/accounting personnel, and procurement personnel from the Company and affiliated enterprises. A total of 246 people participated, totaling 492 person-hours.

The relevant implementation status was reported to the 20th meeting of the 25th Board of Directors on December 30, 2025.

1.Establishment of a Dedicated Information Security Unit

In accordance with the internal control system, a dedicated information security unit and an Information Security Officer have been appointed to coordinate and execute company-wide information and communication security management affairs. Additionally, a cross-departmental Information Security Group has been established by the General Manager to oversee the promotion of information security policies, risk management, and the tracking of improvement items.

2. Information Security Management Systems and Measures

(1) Security Policy and Risk Management: Information and communication security policies and relevant management regulations have been formulated. Management measures are reviewed on a rolling basis according to risk levels to mitigate potential security risks.

(2) External Joint Defense and Intelligence Sharing: The Company joined the Taiwan CERT/CSIRT Alliance as a member to reduce security risks through a real-time intelligence sharing mechanism. 

3. 2025 Information Security Resource Investment and Execution Results

(1) Endpoint and System Protection: Continuous inventory and replacement of systems and equipment that have reached End of Support (EOS) by the original manufacturer. Concurrent optimization of firewalls, email security, and Endpoint Detection and Response (EDR) mechanisms.

(2) Vulnerability Scanning and Patching: Regular vulnerability scanning and testing are conducted. For items identified as high risk or above, improvement measures are planned and executed according to risk levels.

(3) Professional Training and Competency Improvement: Relevant personnel attended external professional training courses this year, accumulating 9 person-visits and 139 hours, contributing to the maturity of overall information security protection and management.

(4) Business Continuity Management and Disaster Recovery Drills: Conducted testing drills for the Information Business Continuity Plan (BCP) or Information Security Incident Emergency Response Plan.

(5) Implementation of Multi-Factor Authentication (MFA): MFA mechanisms were introduced for VPN remote connections, strengthening identity verification security by adding a second authentication factor to the account password.

4. Information Security Education and Drills

(1) Education and Training: Seven information security training videos were planned and provided on the company learning platform this year. Colleagues were required to select at least four courses based on actual needs, achieving a completion rate of 81.82%.

(2) Email Social Engineering Drill: A company-wide email social engineering drill was conducted in August. A total of 1,109 employees participated in the test.  Enhanced social engineering email security training was arranged for colleagues who opened the phishing emails.

5. Information Security Management System (ISMS) and Verification

The Company has implemented the ISO 27001 / CNS 27001 Information Security Management System (ISMS) to establish a systematic governance and management process for information security. The verification is valid until October 16, 2025 – April 3, 2026.

The relevant implementation status was reported to the 20th meeting of the 25th Board of Directors on December 30, 2025.

In accordance with the "Corporate Governance Best-Practice Principles for WSE/TPEx Listed Companies", the Company evaluates the independence and suitability of the appointed accountants once a year. The audit certification work for the financial statements of our company for the fiscal year 2025 was undertaken by CPAs Isabel Lee and Ares Jhang from the KPMG International Cooperative. The assessment of the independence and suitability of the appointed accountants in 2025, based on the Audit Quality Indicators (AQIs), was reviewed by the Audit Committee during its 13th meeting of the 3rd session on February 25, 2025. It was subsequently submitted and approved by the 14th meeting of the 25th term of the board on February 25, 2025.

Referring to the audit quality disclosure framework with 5 major dimensions and 13 audit quality indicators provided by KPMG, the audit quality evaluation of the firm and the audit team is as follows: